Republic of the Philippines LAGUNA LAKE DEVELOPMENT AUTHORITY 2 February 2022 MEMORANDUM CIRCULAR NO. 2022 - 0 2 SUBJECT: Implementing Rules and Regulations of Board Resolution No. 600 Series of 2021 Pursuant to Section 15 of the LLDA Board Resolution No. 600, Series of 2021 otherwise known as “A Resolution Creating an Enabling Environment for Renewable Energy Resources in Laguna de Bay, designating portions therefor, Providing for the Necessary Institutional Mechanisms and for Other Purposes”, the Authority hereby issues, adopts and promulgates the following rules and regulations. Section 1. Title This IRR shall be known as the “Implementing Rules and Regulations of Board Resolution No. 600, Series of 2021,” otherwise known as the “Implementing Rules and Regulations of Laguna de Bay Renewable Energy Resources Utilization of 2022". Section 2, Declaration of Policy In line with the Philippine government's commitment to accelerate the utilization of Renewable Energy (RE) resources in the country pursuant to Republic Act No. (R.A.) 9513, or also known as the Renewable Energy Act of 2008, itis the declared policy of the Authority to adopt and promote ecologically sustainable programs which shall: 2.1. Complement and contribute to the national collective efforts of utilizing renewable energy to the optimum permissible extent; 2.2. Ensure the protection of public health and the environment within the Laguna de Bay (LDB) region; 2.3. _ Encourage greater participation of the private sector engaged in the energy generation business in order to spur the advances of clean technology and thereby mitigating the harsh impact of climate change; and 150 9001:2015 Ceri Quality Management Systema Nuioal Ecology Cente, East Avene, Diliman, 1100, Quezon City “el, Nos (02) 8376-4072, (02) 8376-4059, (02) 8376044, (02) 8376-5430, (02) E376-S433 ‘Website: tp/irwollda gov.ph | Exmailinfvala gow AMBIS? @ Ns |2.4. Provide measures that will pave the way for renewable energy generation within the designated portions of the LDB, aimed at further enhancing the primary use thereof, such as fisheries, raw water supply and other similar aquatic activities, Section 3. Definition of Terms As used in the Resolution and in this IRR, the following terms shall be defined as follows: 3.1. Department of Energy (DOE) - refers to the Department of Energy, a govemment agency created pursuant to RA. 7638, whose functions are expanded in R.A. 9136 and further expanded in R.A. 9513. 3.2. Laguna De Bay (DB) — refers to that area covered by the lake waters, when it is at the average annual maximum lake elevation of 12.50 meters, as referred to a datum of 10.00 meters below the mean lower low water (MLLW) of Manila Bay. Lands located at and below such elevation are public lands which form part of the bed of Laguna Lake 3.3. LDB Shoreland — also known as “buffer zone’ is the part of the lake bed along the lakeshore lying at elevation of 12.50 meters and below as referred to datum elevation of 10.00 meters below the MLLW of Manila Bay. This is a linear strip of open space alternately submerged or exposed by the normal annual rising and lowering of the Laguna Lake levels, and is designed to separate incompatible elements or uses, or to control pollution or nuisance and for identifying and defining development areas or zones. 3.4, Performance Security — refers to a performance security obtained by an Renewable Energy Utilization (REU) Contract Holder to secure the performance of its obligations under this IRR and its respective REU Contract ‘The guidelines on the administration, utilization, sources and mechanism of the Performance Security shall be formulated by the REC in accordance with Section 15.3.5 of this IRR. 3.5, Pre-Determined Area (PDA) of the Lake for Renewable Energy Operation ~ also known as Renewable Energy Utilization (REU) Area, refers to the portions of Laguna de Bay identified by the Authority and more particularly identified under Annex A, for the exploration, development and utilization of RE Resources, and which may be amended and/or updated by the Authority from time to time.3.6. Privilege to Operate Renewable Energy (PORE) — refers to the legal authorization issued by the LLDA annually to Registered Renewable Energy Developers indicating the conditions for the use of the portions of Laguna de Bay for renewable energy operation. 3.7. RE Applicant - refers to any Person that has applied for or intends to apply for the assessment, exploration, harnessing, development, utilization, or commercialization of RE Resources in accordance with existing Philippine laws. 3.8. Renewable Energy Area (REA) — also known as Contract Area, refers to a portion within the PDA where the REU Contract Holder is given the exclusive privilege to explore, develop and harness RE Resources pursuant to its REU Contract. 3.8. RE Developer - refers to an individual or juridical entity created, registered and/or authorized to operate in the Philippines in accordance with existing Philippine laws, and engaged in the exploration, development and/or utilization of RE Resources, and actual operation of RE Project 3.10. Renewable Energy Committee (REC) - refers to the committee created pursuant to the LLDA Memorandum No. 2021-37 dated 110ctober 2021 3.11. Renewable Energy Utilization (REU) Contract — refers to the agreement executed by and between the Authority and an REU Contract Holder covering the assigned REA. 3.12. REU Contract Holder — refers to an RE Developer which has been successfully issued a Notice of Award (NOA) by the Authority in accordance with this IRR and has entered into an REU Contract with the LLDA. 3.13. REU Project - refers to RE Projects involving the development, construction, installation, testing, commissioning, operation, maintenance and decommissioning of RE Projects, as well as the utilization of the Laguna de Bay Shoreland as its ancillary facility, subject to applicable shoreland rules and regulations issued by the Authority 3.14. Solar Energy ~ refers to the energy derived from solar radiation that can be converted into useful thermal or electrical energy. Section 4. Institutional Mechanism A Renewable Energy Committee (REC) created under Memorandum Circular No. 2021-37 dated 11 October 2021 pursuant to BR No. 600 Series of 2021, under the Office of the General Manager (OGM), composed of five (5) members represented by the Heads of the following Department/Division:4.1. Office of the Assistant General Manager; 4.2. Resource Management and Development Department; 4.3. Environmental Regulations Department; 4.4, Management Services Department; 4.5. Legal and Adjudication Division. Section 5. Functions and Duties of Renewable Energy Committee For the furtherance of the objectives of this IRR, subject to such limits under relevant laws and regulations, as well as the respective mandates of pertinent national government agencies, the REC shall have the following functions and responsibilities: 5.1.Primarily oversee and be responsible for the implementation and enforcement of the provisions of the Resolution; 5.2. Evaluate and assess the current trends, practices and methodologies on the different renewable energy resources feasible for renewable energy development in LDB, preferably technologies that may be assembled, developed and operated offshore using, as far as permissible, non- permanent materials, structures and equipment. Approved proposals must have no component in the project that would require any major reclamation activity on the lake; 5.3.Prescribe, subject to limitations set forth in the Resolution, criteria, method and standard to be used to identify the site within the PDA to be allotted as REAs. As much as practicable, it must include adequate information as basis in deciding the specific location, size, design and construction associated with renewable energy, including the consideration of regional, geographical, demographic and climatic factors within the LDB; 5.4.Determine the varying impact on the implementation of the renewable energy program with the end in view of recommending adaptable measures that will provide the protection on public health and safety within LDB region, such as but not limited to the following issues and concerns: 5.4.1. Environmental (Air and Water) Quality; 5.4.2. Fisheries and other related aquatic activities; 5.4.3, Conservation of the Natural Ecosystem; 5.4.4. Population Density, Distribution and Growth; 5.4.5. Phase-out and closure provisions upon termination or eventual stoppage or abandonment of the project5.5. 5.6, 5.7. 5.8, 5.9. Conduct information and education campaign strategies. To the extent possible, provide venues for public participation from different stakeholders at all stages of the program, and within the limit allowed by law, to prepare materials and paraphernalia that may be undertaken through print, broadcast, social media and other platform owned and controlled by the government for information dissemination; Determine and recommend to the OGM the appropriate fees and/or charges and minimum bid for REU area , imposable for the privilege of using an area in the lake for Renewable Energy Operations in accordance with existing laws; Conduct meetings on a regular basis in order to periodically evaluate and review issues or concerns that may arise, and when necessary, report the progress of the project to the Board and to other involved agencies, Determine the eligibility of prospective REU Contract Holders, based on the prescribed criteria and eligibility requirements. The criteria in the selection of REU Contract Holders shall provide for fair and equal access to all interested and qualified Persons; Coordinate with various government agencies, LGUs, academe, non- government organizations, the private sector, and other stakeholders on matters related to the development of RE Resources within the LDB; 5.10. Handle the formulation of Terms of Reference, publication, bidding process, post qualification, evaluation and recommendation; 5.11.Prescribe the rules and regulations governing the mode of granting of POREs and REU Contracts in accordance with Section 10 below; and 5.12. Perform such other functions and duties deemed warranted by the Authority Section 6. to attain the goals of this IRR. Scope and Coverage This IRR shall apply to all Persons, whether natural or juridical, that shall engage in the development, construction, installation, testing, commissioning, operation, maintenance, and decommissioning of REU Projects, as well as the utilization of the LDB Shoreland as ancillary facility, subject to applicable shoreland rules and regulations by the concerned national government agencies (NGA) and relevant Local Government Units (LGU).Section 7. Pre-determined Area Allocation/Renewable Energy Utilization (REU) Area for Renewable Energy Resources An initial pre-determined area of not more than two thousand (2,000) hectares in the LDB is hereby allocated for REU Projects. Section 8. Modification and Review of the Allocated Area for Renewable Energy Resources Notwithstanding the area allocated in Section 7 the Authority reserves the right to modify the same in the event of any profound or substantial changes in the circumstances which may occur after the passage of this IRR. For ease of reference, an indicative map of the PDA is hereto attached as Annex A. Section 9. Allocation Guidelines for Renewable Energy Resources 9.1. The REA, located within the PDA, that shall be allocated to each RE Developer Applicant shall be a maximum of one hundred (100) hectares per block. The REA shall be located at least two hundred (200) meters away from the LDB shoreline, reckoned at 10.50-meter elevation of the LB; 9.2. Variations of allocation for the REA, shall be allowed after approval of the Authority, taking into consideration the configuration of the existing aquaculture zones, other physical constraints based on field inspections by the Authority, and/or approved priority projects of the concerned NGAs; 9.3. Inthe event the areas allocated for REU Projects are not fully occupied by qualified REU Contract Holders, said unoccupied areas shall remain free from any structures, and may be allocated to academic/scientific institutions or organizations as well as NGAs engaged in scientific research related to RE development, subject to the prior approval by the Authority; and 9.4. To ensure successful RE development, the indicative PDA may be revised for approval by the LLDA's Board of Directors, in consultation with various stakeholders, to consider potential RE Resources applicable for a specific area in the LDB, proximity to interconnection, sensitive natural features such as lake sanctuaries and river mouths, environmental impacts, social considerations, and development risks, among others.9.5. Since Laguna de Bay cannot be subjected to fragmented concepts of management policies where other entities may have already identified, reserved or granted specific portions of the lake for renewable energy projects, any reservation or award shall not be considered as having obtained any possessory rights over the said lake areas for renewable energy projects. Section 10. Mode of Grant for Renewable Energy Area 10.1 10.2. The allocation and grant of REA shall be subject to public bidding in accordance with existing and applicable rules and regulations of the government ensuring a transparent and equitable process most advantageous to the interest of the Philippine government. The minimum bid price shall be P6.00 per square meter; LLDA Permits and Related Regulatory Fees 10.2.1. The REU Contract Holder shall pay the Authority in the amount of 4.00 per square meter annually as Resource User Fee (RUF) subject to an increase of 2% every year without prejudice to issuance of new regulations on Resource User Fees by the LLDA Board of Directors; 10.2.2. The REU Contract Holder shall secure a Shoreland Development Clearance and Shoreland Lease Agreement for ancillary facility as may be necessary; 10.2.3. Other land-based infrastructures that form part of the REU Project, such as, but not limited to, transmission or distribution lines to be installed or the expansion of existing transmission or distribution lines, transformer station, distribution station, office spaces, shall be covered by a separate LLDA Clearance and Discharge Permit; 10.2.4. The payment of corresponding fees and charges shall be in accordance with the existing LLDA rules and regulations established governing the relevant permits and clearances; and 10.2.5. All fees and charges shall be paid to the Authority simultaneously with the scheduled renewal application of LLDA-issued permits and clearances.10.3. The Execution of REU Contract 10.3.1, Immediately after the issuance of the Notice of Award (NOA) shall be the execution of the REU Contract. The REU Contract Holder shall undertake, at its own cost, to apply for an Environmental Compliance Certificate (ECC) from the Environmental Management Bureau (EMB) of the Department of Environment and Natural Resources (DENR), and other permits and clearances required by the concerned NGAs and relevant LGUs for the REU Project, including but not limited to, an RE Contract with the DOE. 10.3.2. The REU Contract shall be effective for a period of twenty- five (25) years, covering the period of development, commissioning and operation of the project. LLDA however, shall have the power to review the Contract of the RE Project every five (5) years subject to terms and conditions mutually agreed upon with REU Contract Holder and evaluation of the REC as to its performance on the establishment and operation of the renewable energy projects, as well as based on the results of the on-line water quality monitoring and validated by the water quality monitoring reports and technical studies by the LLDA on the effects of such projects to the ecological conditions of the lake and so long as the RE developer is not in default of any material obligations under the REU Contract, the Contract remains valid and LLDA may approve renewal subject to mutual agreement at the end of such twenty-five (25) year period 10.4, The Issuance of PORE 10.4.1.Within thirty (30) calendar days after the signing of the Contract, the Contract Holder shall file an application for a PORE, and pay the corresponding fees and charges. Upon submission of such application and payment of such fees, the Authority shall issue a Conditional PORE to the Contract Holder; 10.4.2. The effectiveness of the PORE shall be subject to the fulfillment of the condition that the Contract holder shall have obtained the permits listed in the PORE including, but not limited to, the ECC and the RE Contract, and that such permits are effective.Once the ECC for the project is secured, a permanent PORE shall be issued by the LLDA subject to renewal annually. The renewal of the PORE shall be based on the terms and conditions mutually agreed upon with REU Contract Holder and evaluation of the REC as to its performance on the establishment and operation of the renewable energy projects, as well as based on the results of the on-line water quality monitoring and10.5 10.6 validated by the water quality monitoring reports and technical studies by the LLDA on the effects of such projects to the ecological conditions of the lake and so long as the REU Contract Holder is not in default of any material obligations under the PORE; 10.4.3.The REU Contract Holder shall pay the corresponding annual fees and charges, and shall submit the reportorial requirements stated under said PORE such as but not limited to results of the water quality monitoring, socio-economic assessment and environmental impacts; and 10.4.4.The REU Contract Holder shall apply with the Authority for an amendment of its PORE for any improvement, expansion, modification of its existing facilities within the Renewable Energy Area to the Authority, Subject to the prior approval of the Authority's Board of Directors, and whenever justified by a new concept or technology to be used for REU Projects and the constraints for operating lake-based, floating, and non- permanent structures in the LDB, the Authority may resort to alternative methods for issuing NOAs in order to promote economy and efficiency; and The award of REA for unsolicited proposals shall be limited to those applicants that propose to engage in an RE Project using a new concept or technology, and shall follow the procedures in accordance with the guidelines on unsolicited proposals under R.A. 6957, as amended, otherwise known as An Act Authorizing the Financing, Construction, Operations and Maintenance of Infrastructure Projects by the Private Sector, and for Other Purposes, and its implementing rules and regulations. Section 11. Basic Qualifications for REU Contract Holders "4 11.2. 11.3. The potential REU Contract Holder must be a Filipino, or if a corporation, must be a stock corporation duly registered with the Securities and Exchange Commission, with at least sixty percent (60%) of its capital duly owned and controlled by Filipinos; In case the potential REU Contract Holder is a joint venture or a consortium, the partners of the joint venture or a consortium shall organize themselves as a corporation registered under the Revised Corporation Code of the Philippines and shall comply with the nationality requirements as provided in the preceding paragraph; and The potential REU Contract Holder must have the experience and proven track record that meets the technical capability and financial capacity requirements of the project prescribed by REC. The potential REU Contract Holder must not have any record of unsatisfactory performance in anygovernment project, must not have been blacklisted by any national or local government agency in the Philippines and must not have been involved in any Prohibited Acts or have a conflict of interest insofar as the grant or award of a REA is concerned. Section 12. Prohibited Acts and Corresponding Sanctions Against Violators 12.1. The following are considered Prohibited Acts under this IRR: 12.1.1 Use of fraud, or deceit, or of any other acts of similar nature, in order to secure a Contract Area, a PORE, for an REU Project from the Authority; 12.1.2 Non-compliance with the provisions of the Resolution, this IRR, or other rules and regulations imposed by the Authority, concerned NGAs and/or relevant LGUs having jurisdiction on the matter; 12.1.3 Violation of any of the provisions of R.A. 4850, as amended, otherwise known as the LLDA Charter, and other pertinent laws that the PORE Holder shall be required to comply with for the continued validity of the PORE; and 12.1.4 Such other grounds as may reasonably warrant the suspension or revocation of the PORE. 12.2. Administrative Liability Pursuant to the provisions of the LLDA Charter, and R.A. 9513 and its implementing rules and regulations, the Authority shall suspend or cancel the PORE in addition to the imposition of a fine ranging from One Hundred Thousand Pesos (Php100,000.00) to Five Hundred Thousand Pesos (Php500,000.00) if said PORE Holder willfully commits any of the Prohibited Acts under this Section and/or violates any other issuances of the Authority related to this IRR 12.3. Administrative Procedure The Authority may initiate, motu proprio or upon filing of any complaint, an administrative proceeding against any person, natural or juridical, who commits any of the Prohibited Acts under this IRR or other related issuances of the Authority. In the exercise thereof, the Authority shall commence such hearing or inquiry by an order to show cause, setting forth the grounds for such show cause order. The administrative proceedings in connection with this Section shall be conducted to determine the culpability of offenders and the applicable penalties in accordance with existing rules and procedures issued by the Authority. 12.4. The penalties, fines, and sanctions provided for in this IRR are without prejudice to other penalties provided under other existing environmental regulations, prescribed by the Authority and other concerned NGAs and LGUs.12.5. The Authority shall not be liable civilly or administratively, for any damage to property, injury, and even loss of life that may arise out of the REU Project operation. On the other hand, the PORE Holder shall answer for any and all claims, demands, expenses, costs, damages and loses arising out of its operation 12.6. Civil and/or Criminal Liability In addition to the administrative fines and penalties prescribed under the LLDA Charter, the Resolution, this IRR, as well as other pertinent laws governing the matter, the Authority may institute criminal and/or civil cases against the directors, officers, employees, or agents of a juridical entity who is directly responsible for the prohibited act/s. The PORE Holder shall be held liable, jointly and severally, for any civil liability that may arise and be adjudged against those juridical entities directly responsible for the wrongful act. Section 13. Regulatory Power The Authority shall exercise its regulatory powers in all phases of the REU Projects in the LDB pursuant to the LLDA Charter. Section 14. Visitorial Power 14.1. The Authority or its duly authorized representatives may, at any time, inspect the premises of the REA, monitor the phases of the REU Project, assess issues arising from socio-economic and environmental concerns, monitor the water quality in the relevant REA, and for this purpose, require the regular submission of reports as prescribed by the REC. 14.2. Monitoring of RE Projects 14.2.1 For monitoring of the development phase of the REU Project, the PORE Holder shall submit a Development Plan for the REA within three (3) months from the issuance of the NOA. As a guide, the Development Plan shall, at the minimum, contain the proposed arrangement of equipment and its appurtenances, conceptual design, features and amenities (if any), the timetable including major development milestones, schedule of capital investments, and estimated total development cost. 14.2.2The Authority shall conduct regular monitoring activities to achieve the following objectives: 14.2.2.1. To assess issues arising therefrom in terms of socio-economic and environmental impacts, validate water quality monitoring reports submitted by the PORE Holder, among others, which can serve as basis for continuous operation or early termination of the project;14.2.2.2. To recommend innovative and more appropriate technology beneficial to the ecological integrity of the lake; and 14.2.2.3. — To monitor compliance to the regulatory conditions set forth in the PORE. 14.2.3 The PORE Holder shall authorize the Authority to enter and/or possess the REA, without the need of any judicial action, in the following instances: 14.2.3.1. __ ifthe REAis abandoned, deserted or vacated within the duration of the PORE; 14.2.3.2. violation by the PORE Holder of any of the terms and conditions of the PORE. or 14.2.3.3. non-payment of fees in full by the PORE Holder as prescribed by the REC. 14.3. Environmental Quality Monitoring 14.3.1.The PORE Holder shall submit to the Authority within thirty (30) working days from the date of the granting of the PORE, a baseline study of the water quality of its REA and nearby area for the following parameters (i) Temperature; (ii) Chlorophyll-a; (ii) Phytoplankton; (iv) Dissolved Oxygen; and (v) Biological Oxygen Demand (BOD). Depending on the RE technology, bathymetry surveys shall also need to be conducted in the area, the scope of coverage and reporting format of which shall be advised by the Authority, at least once every five (5) years Likewise, sediment studies, to include: (i) sedimentological analysis, (ii) suspended sediments, (ii) grain size analysis and mineralogy, and (iv) geochemical analysis shall be conducted, as determined by the Authority. 14.3.2. From the time the PORE Holder begins its development, it shall install state-of-the-art, online, real time data, telemeter technology in the conduct of daily water quality monitoring for the above cited parameters. The Authority shall be provided with remote and real time data access to the system and provide a dedicated hardware and software for the purpose. Should there be any unlikely occurrences observed (such as, but not limited to fish kill or oil/chemical spill), the Authority shall require the PORE Holder to include other water quality parameters that are essential in the water quality assessment. Furthermore, in the event that there is advancement in technology and becomes advantageous regardless of the cost in this aspect, the PORE Holder is obliged to shift to the new technology from time to time within the lifespan of the contract.14.3.3.Other Parameters - Aside from the water quality parameters to be monitored as mentioned above using state-of-the-art telemeter technology, the awarded PORE Holders within their respective Bay Areas shall, as a group, install hydro-meteorological equipment to automatically record wind speed and directions (anemometer), rainfall, relative humidity, irradiance, ambient air and water temperature, water levels, and wave heights consistent with the timing and conduct of regular water quality monitoring 14.3.4.The LLDA shall determine the number of monitoring stations to be installed and the frequency of monitoring therein 14.3.5. The PORE Holder shall report to the Authority all critical incidents involving the operation of the REU Project. Section 15. Right of the Authority to Suspend, Pre-Terminate and/or Cancel Renewabt le Energy Utilization Projects All contracts, agreements, permits, awards or any grant of privilege to the REU Contract Holder/PORE Holder, are subject to the right of the Authority to suspend, pre- terminate and/or cancel the same at any stage of the REU Project in accordance with the specific grounds and prescribed procedure in this IRR. 15.1 15.2. After due notice and hearing, the Authority may suspend, pre-terminate and/or cancel the REU Contract and PORE on any of the following grounds: 15.1.1. _ Use of fraud, or deceit, or of any other similar nature, in order to secure the execution of the REU Contract and PORE from the Authority; 15.1.2. Non-compliance with the provisions of the Resolution, this IRR, the PORE, other rules and regulations imposed by the Authority or other NGAs and LGUs having jurisdiction on the matter; 15.1.3. Violation of any of the provisions of R.A. 4850, and of pertinent laws which may be required to be complied by the REU Contract Holder/PORE Holder for the continued validity of the REU Contract and PORE; 15.1.4. Environmental damage to the LDB caused by the RE Contract Holder in the implementation of the RE Project; and 15.1.5. Such other grounds as may reasonably warrant the suspension, pre-termination and/or cancellation of the REU Contract and PORE Once the verified petition or request for the reinstatement, the reissuance of a suspended and/or cancelled REU Contract and PORE shall have been duly denied, such denial shall be immediately final and executory. In this regard, the Authority shall not accept any subsequent petition, request, or any other motion which will tend to frustrate the denial of the aforesaid verified petition, or request.15.3.Pre-termination, Cancellation and Forfeiture of the PORE 15.3.1. In the event that the PORE Holder, despite being awarded a PORE, failed to achieve Commercial Operations within the prescribed period set forth by the DOE, the PORE shall be cancelled and the REA awarded shall be made available to other interested Parties. 15.3.2. The Authority can dispose the REA to other Parties to receive the payments thereof, and to apply the same to the emoluments due under the PORE, holding the disqualified PORE Holder liable for any deficiency, if any, without prejudice to any right of action against the PORE Holder. 15.3.3. If the operation of the REU Project causes negative environmental impacts to the lake and its ecosystem based on the water quality monitoring reports and technical assessment by the Authority, and after implementation of water quality enhancement features and other recommended interventions has been proven to be unsuccessful, the PORE Holder shall be immediately notified to stop its operation and the corresponding PORE and the REU Contract shall automatically be cancelled 15.3.4. If the PORE Holder fails to perform any of its responsibilities stipulated in its ECC, REU Contract, PORE, the Authority shall cancel the PORE and re-bid or award the REA to other interested Parties in accordance with this IRR. In such instance, the Authority shall forfeit any and all monies remitted so far by the PORE Holder to the Authority, and use said PORE Holder's Performance Security to fund the removal and disposal of all materials, equipment and facilities present in the subject REA, 15.3.5. Immediately upon the approval of the IRR, the REC shall formulate the Terms of Reference on the administration, utilization, sources and mechanism of the Performance Security, fees and charges and other necessary requirements for the effective implementation of this IRR 15.3.6. If the PORE Holder is unable to fulfil the condition precedent for the effectiveness of the PORE under Section 10.4 hereof within two (2) years from the issuance of the PORE, the rights and obligations of the parties under the PORE. shall have no force and effect. The REU Contract shall be deemed cancelled, and the Authority may offer the REA to other interested Parties for use in accordance with the IRR. Section 16. Sub-Contract, Assignment or Transfer of REU Contract PORE Holder is prohibited from sub-contracting, assigning, or transferring all or any portion of its contractual rights or obligations under the PORE to any third-person except in the following instances:16.1.to a Qualified Affiliate subject to the prior written consent/approval of the Authority; and 16.2.to a creditor for the purpose of arranging or rearranging financing for the REU Project or the transmission lines for the Project and subject to the prior written consent/approval of the Authority Section 17. Rules and Regulations The General Manager, upon the recommendation of the REC, shall issue supplemental or interpretative rules and regulations as may be necessary for the efficient and effective implementation of any and/or all of the provisions of this IRR. Section 18. Amendments This IRR may be amended, modified and revised by the Authority as it may deem necessary through the appropriate resolution of the Authority's board authorizing such amendment, modification or revision, and such amendment, modification or revision may be based on the recommendation of the REC and its assessment of the results ' of a technical study to be conducted on the carrying capacity, resource rent, and environmental impact assessment, among others. Section 19. Separability Clause In the event that any provision of this IRR is declared unconstitutional or null and void, the validity of the other provisions herein shall not be impaired by such declaration Section 20. Effectivity This IRR shall take effect thirty (30) days after publication in a newspaper of general circulation and after registration with the Office of the National Administrative Register of the University of the Philippines Law Center, Diliman, Quezon City. 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